Capitalised terms not defined herein, shall have the following meanings:
“Acceptable Use Policy”
means the written policy made available to Authorised Users when using the Platform and set out here
(as may be updated from time to time during the Term by Accurx) which sets out the authorised uses of the Platform and aspects of the Platform by Authorised Users.
“Account” means the user account that each Authorised User and Authorised Free User has to create in order to gain access to the Accurx Products/Platform.
“Accurx” means the Limited Company registered in England with company number 10184077 whose registered office is at 7 Curtain Road, London, England EC2A 3LT.
means the free to use version of Accurx that has limited functionality and limits on its usage as set out here
(as may be updated by Accurx from time to time during the Term), and is included in the definition of Product setout herein.
“Agreement” means the Order Form (where applicable) and the Terms and Conditions (and any and all additional schedules hereto).
“Analytical Data” means any data which is derived from the Patients’, Service Recipients' and Authorised Users’ use of the Platform or the Processing of Service Recipient Data, and shall include: (i) any data which is processed and stored as mathematical constructs; and (ii) statistical or aggregated data, but shall exclude any Personal Data.
“Authorised Use” means, as the case may be, communication with Patients in relation to the provision of direct care services in the Territory to Patients registered with the Service Recipient(s), or communication between healthcare professionals in the Territory.
“Authorised Free Users” means those healthcare professionals who are authorised to use the Platform for free in accordance with these Terms and Conditions (each a " HCP") provided that: (i) the HCP is not otherwise authorised as an Authorised User by a Service Recipient pursuant to these Terms and Conditions; and/or (ii) there is no other agreement in place between Accurx and the organisation that engages the HCP which governs the HCP's use or access to the Platform.
“Authorised Users” means those employees, agents, licensees, or contractors of the Service Recipients with appropriate qualifications and expertise to provide the relevant health and care services who are authorised by the Licensee to use the Platform.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Confidential Information” has the meaning set out in clause 13.
“Controller, Processor, Data Subject, Personal Data, personal data breach, Processing and appropriate technical and organisational measures” shall have the meaning as defined in the Data Protection Legislation.
“Data Protection Legislation” means all applicable privacy and data protection laws, including the UK General Data Protection Regulation (Regulation 2016/679) (the “UK GDPR”), the Data Protection Act 2018 and any applicable national implementing laws, regulations and secondary legislation relating to the processing of personal data pursuant to this Agreement, as amended, replaced or updated from time to time.
“Documentation” means those printed or online instructions, manuals, and diagrams distributed or otherwise provided by Accurx that relate to the Accurx Platform or its use.
means the Data Processing Agreement set out here
as may be updated from time to time during the Term by Accurx.
“Effective Date” means the date an Order Form is submitted and the Licensee accepts these Terms and Conditions, or the date on which a Licensee otherwise agrees to these Terms and Conditions.
“Force Majeure Event” has the meaning set out in clause 15.7.
"Free Trial" means where access to the Platform has been granted by Accurx to a Licensee and any other Service Recipient (and their Authorised Users) or an Authorised Free User on the basis of beta access, a free trial or pilot period, which includes (but is not limited to) Accurx Lite and access to the Switch Application.
“Initial Term” means the period of 12 months starting on the Switch-on Date unless specified otherwise in the Order Form.
“Insolvency Event” means, with respect to a Party, (a) entering into a composition or arrangement with its creditors other than for the sole purpose of a solvent reconstruction; (b) an inability to pay its debts as they become due; (c) a person becoming entitled to appoint or appointing a receiver or an administrative receiver over that Party’s assets; (d) a creditor or encumbrancer attaching or taking possession of the whole or any part of that Party's assets which is not discharged within 14 days; or (e) the occurrence of any event, or the taking of any proceedings, in any jurisdiction that has an effect equivalent or similar to any of the events mentioned in (a) to (d) above.
“Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, trade marks, goodwill and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Licence Fee” means the fee set out in the Order Form or the sum of £NIL if the Products and access to the Platform are not being paid for and are being used/accessed by an Authorised Free User.
“Licensee” means, as applicable, (i) the organisation set out in the Order Form, or (ii) the Authorised Free Users.
“Order Form” means the form to request procurement of, or access to, the Product(s) by the Licensee.
“Party” means a party to this Agreement, being either Accurx or Licensee and “Parties” means both of them.
“Patient” means an individual requiring the direct care services of the Service Recipients or Authorised Free User and who are contacted by the Service Recipients or Authorised Free User in relation to their care such as to invite them to participate in an online consultation and/or communication via SMS, email, the NHS App or Accurx’s Patient Portal (as the case may be) through or as part of the Platform.
“Patient Data” means information about Patients accessed by the Service Recipients or Authorised Free User using third-party services/networks/facilities such as the NHS Spine (PDS) or the Service Recipients' clinical or medical/patient record systems, as the case may be, or provided by Patients when responding to or contacting the Service Recipients and their Authorised Users via the Platform.
“Payment Terms” means the frequency at and payment method by which the Licensee agrees to pay Accurx as set out and confirmed in the Order Form.
“Product” means those Accurx products that are listed in the Order Form that the Licensee, any Service Recipients and Authorised Users are authorised/licenced to use by Accurx. In the event there is no Order Form, this definition encompasses those Accurx products to which any Service Recipient and Authorised User has access. In both scenarios, the products include Accurx Lite, the Switch Application and are collectively referred to as the “Platform” in these Terms and Conditions.
, as updated from time to time during the Term by Accurx.
“Renewal Term” means the period defined as such in clause 12.1.
“Service Recipients” means the Licensee and the organisations listed in the Order Form who are authorised to use the Platform for the provision of direct care services.
“Service Recipient Data” means the data uploaded or submitted or collected via the Platform including without limitation all anonymised business data, excluding any Analytical Data.
“Service Recipient Personal Data” means Personal Data contained in the Service Recipient Data which is limited to the employees’ names and email addresses.
and all relevant subdomains or such other URL as updated by Accurx from time to time.
means the Service Level Agreement which is accessible here
, as updated from time to time during the Term by Accurx.
“SMS Costs” means any SMS Fragments sent by Service Recipients using the Platform, chargeable at the cost set out in the Order Form.
“SMS Fragment” means the component of a SMS message with each fragment being 160 characters.
“Sub-processor” means any natural or legal person, public authority, agency or other body which possesses Personal Data on behalf of a data controller or a data processor.
“Switch-on Date” means the date that the Service Recipients and their Authorised Users will be able to access and use the Platform. The Switch-on Date is set out in the Order Form. In the event there is no Order Form, the Switch-on Date is the Effective Date or the date as otherwise notified to the Service Recipients and their Authorised Users by Accurx using any reasonable means. In both scenarios, the Switch-on Date is the date from which any Licence Fee and SMS Costs will be charged by Accurx to the Licensee.
“Term” means the period defined as such in clause 12.1.
“Terms and Conditions”
means these terms and conditions set out in clause 1 to 17 (inclusive) and any and all additional schedules which are accessible here
and as may be updated from time to time by Accurx.
“Territory” means that territory or those territories identified on the Order Form or otherwise confirmed by or to Accurx in the creation of the Account.
“The Switch Application” means the application that allows healthcare professionals to collaborate and communicate securely, and is included in the definition of Product setout herein.
“Trial Period” means the duration of the Free Trial as set out in the Order Form or as otherwise notified to the Service Recipients and their Authorised Users by Accurx using any reasonable means, or in any other case, the period of thirty (30) days commencing on the commencement of the Free Trial.
“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.